John Farina
SAFETY INSURANCE GROUPAbout John D. Farina
Independent director since March 24, 2022 (Class III; term ending 2026); age 61 as of March 17, 2025. Retired PwC partner (35 years) with deep insurance accounting/tax expertise; former Managing Partner of PwC’s Northeast Region and two-term member of PwC’s U.S. and Global Boards (10 years governance oversight). BBA in Accounting from Evangel University; CPA (MA and TX); qualified “Audit Committee Financial Expert.” After retiring in 2021, he joined the National Committee of St. Jude Children’s Research Hospital (Vice Chair, Audit & Compliance) and has served on non-profit boards including the Greater Boston Chamber of Commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Retired Partner; former Managing Partner, Northeast Region | 35 years; retired 2021 | Led US Insurance Tax practice; oversight of strategy, operations, finance, risk, human capital, marketing; elected by partners to PwC US and Global Boards (two terms; 10 years governance oversight) |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| St. Jude Children’s Research Hospital (National Committee) | Vice Chair, Audit & Compliance Committee | Elected after 2021; current | Audit & compliance oversight in a large non-profit healthcare institution |
| Greater Boston Chamber of Commerce | Board service (non-profit) | Prior service; dates not disclosed | Regional business advocacy and governance experience |
Board Governance
- Committee assignments and chair roles
- Audit Committee: Chairperson; designated Audit Committee Financial Expert .
- Nominating & Governance Committee: Member .
- Independence: Board determined he is an independent director under Nasdaq and SEC rules .
- Attendance and engagement: In 2024, the Board held 5 meetings; Audit 4; Compensation 4; Nominating & Governance 4; Investment 4. All incumbent directors attended 100% of Board and committee meetings; non-executive directors met in executive session at each quarterly Board meeting .
- Board leadership: CEO also serves as Chair; a Lead Independent Director (Ms. Meehan) is empowered to preside at executive sessions and approve agendas/materials, with direct availability to major shareholders .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Retainer (Farina) | $112,500 | Base non-management director retainer of $95,000 plus $17,500 Audit Chair fee |
| 2024 Stock Award (Farina) | $85,610 | 1,000 shares granted on Feb 27, 2024; valued at grant-date close |
| 2024 Total (Farina) | $198,110 | No “All Other Compensation” reported for directors |
| Director Fee Structure | Amount | Eligibility |
|---|---|---|
| Annual cash retainer (non-management director) | $95,000 | All non-employee directors |
| Lead Independent Director fee | $25,000 | Lead Independent Director |
| Audit Committee Chair fee | $17,500 | Audit Committee Chair |
| Compensation Committee Chair fee | $12,500 | Compensation Chair |
| Nominating & Governance Committee Chair fee | $12,500 | Nominating & Governance Chair |
Performance Compensation
| Grant | Type | Grant Date | Shares/Units | Fair Value | Vesting/Status |
|---|---|---|---|---|---|
| 2024 Annual Director Grant | Stock award | Feb 27, 2024 | 1,000 | $85,610 | As of Dec 31, 2024, no directors held unvested stock awards or unexercised options |
Performance metric framework (executive program context that the Board oversees; signals on pay-for-performance discipline):
| Metric | 2024 Target | 2024 Actual | Result/Payout Context |
|---|---|---|---|
| Earnings before interest, taxes, changes in unrealized gains on equity securities and credit loss expense | $62.3m | $86.4m | 139% of target annual incentive payout for executives |
| Long-Term Incentive Metric | Threshold | Target | Maximum | Weight |
|---|---|---|---|---|
| 3-year Combined Ratio (2022–2024) | 103.0% → 50% payout | 96.7% → 100% payout | 94.6% → 200% payout | 60% |
| 3-year Relative TSR (vs. peer group) | 30th pct → 50% payout | 50th pct → 100% payout | 90th pct → 200% payout | 40% |
Note: Board disclosure indicates February 27, 2024 and February 22, 2023 performance awards were projected to pay at 60% and 0%, respectively, as of Dec 31, 2024; final outcomes depend on full period results .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Farina in the SAFT proxy |
| Compensation committee interlocks (SAFT) | The 2024 Compensation Committee had no interlocking relationships; all members independent (Mr. Farina is not on this committee) |
Expertise & Qualifications
- Audit Committee Financial Expert with extensive financial reporting, regulatory, and insurance industry tax/accounting expertise; led PwC US Insurance Tax practice .
- Significant enterprise risk and governance background from PwC senior leadership and board roles; strategic risk management competence aligns with Audit Chair responsibilities .
- Education/credentials: BBA in Accounting (Evangel University); CPA (MA, TX) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John D. Farina | 4,000 | 0.0% | As of record date March 17, 2025 |
| Unvested director awards/options outstanding (12/31/24) | None | — | No unvested stock awards or unexercised options held by non-employee directors |
Ownership alignment and policies:
- Director stock ownership guideline: 4x annual cash retainer; must meet within five years of becoming a director. As of the proxy, all directors except the recently appointed Mr. Farina, Ms. Gray, and Mr. Langwell met the guideline (i.e., Farina in-progress within permitted window) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging company stock under the insider trading policy .
Governance Assessment
-
Strengths
- Audit Chair and designated financial expert with deep insurance and Big Four governance experience enhances oversight of financial reporting, controls, cyber, and ERM .
- Independence affirmed; 100% attendance in 2024 across Board/committee meetings supports engagement and accountability .
- Director pay mix includes meaningful equity; anti-hedging/pledging and robust ownership guidelines align with shareholders (ownership target: 4x retainer) .
- No related-party transactions reported for 2024; Compensation Committee had no interlocks, reducing conflict risk .
-
Watch items
- Ownership guideline not yet met (within five-year compliance window for newer directors); monitor progress toward 4x retainer .
- Equity grants to directors are time-based (not performance-conditioned); while common in market, this places greater emphasis on rigorous board performance evaluation to ensure alignment .
-
RED FLAGS
- None identified: no pledging/hedging permitted; no related-party transactions disclosed; full attendance; independence confirmed .